SCC Holdings Berhad Annual Report 2018

SCC Holdings Berhad | Annual Report 2018 14. CORPORATE GOVERNANCE OVERVIEW STATEMENT (cont’d) PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS (cont’d) IV. Board Composition The Board currently comprises 8 (Eight) members, i.e. 3 (Three) Independent Non-Executive Directors (“INEDs”) and 5 (Five) Executive Directors. It complies with the BMSB AMLR. The size and the composition of the Board remains adequate to provide diversity of views, skills, knowledge and experience to facilitate effective decision making and appropriate balance of executive independent and non-independent directors. The profile of each of the Member of the Board is presented from Page 5 to Page 6. The Board acknowledges the importance of board diversity, including gender diversity, to the effective functioning of the Board. Nevertheless, the Group is an equal opportunity employer and all appointments and employments are based on merit and are not driven by any racial or gender bias. Female representation will be considered when vacancies arise and suitable candidates identified, underpinned by the overriding primary aim of selecting the best candidate to support the achievement of the Company’s objectives. The Board, through the Nomination Committee (“NC”), undertakes a yearly evaluation in order to assess how well the Board, its Committees, the Directors and the Chairman are performing, including assessing the independence of Independent Directors, taking into account the individual Director’s capability to exercise independent judgement at all times The activities of the NC are further elaborated in the CG Report under Practices 4.4 to 4.7 of the MCCG 2017. Tenure of Independent Directors As at the reporting date, Dato’ Ismail bin Hamzah, Dato’ Dr. Choong Tuck Yew and Datuk Wira Dr. Goy Hong Boon have served more than nine (9) years as Independent Directors. The Board through its NC had conducted an assessment of the independence of all its Independent Directors and is satisfied that the Independent Directors have fulfilled the criteria under the definition of Independent Director as stated in the BMSB AMLR and are able to provide objective and independent judgement in deliberation of the Board’s agenda. Based on the Board’s assessment, the Board is recommending to put forward a resolution at the forthcoming Annual General Meeting (“AGM”) to retain them as Independent Directors notwithstanding that their tenure as Independent Directors has exceeded the nine (9) years limit as recommended under the MCCG. The Board’s and NC’s justification to retain Dato’ Ismail, Dato’ Dr. Choong Tuck Yew and Datuk Wira Dr. Goy Hong Boon are premised on the following:- • Dato’ Ismail, Dato’ Dr. Choong Tuck Yew and Datuk Wira Dr. Goy Hong Boon continues to fulfil the criteria and defionition of an Independent Director as set out under Rule 1.01 of Bursa Malaysia Listing Requirement. • During their tenure in office, Dato’ Ismail, Dato’ Dr. Choong Tuck Yew and Datuk Wira Dr. Goy Hong Boon have not developed, established or maintained any significant personal or social relationship whether direct or indirect with the Executive Director(s), major shareholders or management of the Company (including their family members) other than normal engagements and interactions on a professional level consistent and expected of them to carry out their respective duties. • During their tenure, Dato’ Ismail, Dato’ Dr. Choong Tuck Yew and Datuk Wira Dr. Goy Hong Boon have never transacted or entered into any transactions with, nor provide any services to the Company and its subsidiaries, the Executive Director(s), major shareholders or management of the Company (including their family members) within the scope and meaning as set forth under paragraph 5 of the practice Note 13 of the Listing Requirements; • During their tenure, Dato’ Ismail, Dato’ Dr. Choong Tuck Yew and Datuk Wira Dr. Goy Hong Boon have not been offered or granted any options by the Company. Other than directors’ fees paid which had been the norm and been duly disclosed in the annual reports, no other incentives or benefits of whatsoever nature had been paid to them by the Company; • During their tenure, Dato’ Ismail, Dato’ Dr. Choong Tuck Yew and Datuk Wira Dr. Goy Hong Boon have demonstrated consistently their integrity, commitment and contributed effectively to the Board’s decision- making processes; and